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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/24/14 Orion Engineered Carbons S.A. F-1MEF 7/24/14 5:59K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: F-1MEF Registration of Additional Securities HTML 30K 2: EX-5.1 Opinion re: Legality HTML 12K 3: EX-8.1 Opinion re: Tax Matters HTML 8K 4: EX-8.2 Opinion re: Tax Matters HTML 10K 5: EX-23.1 Consent of Experts or Counsel HTML 7K
| F-1MEF |
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORION ENGINEERED CARBONS S.À R.L.
(to be converted into Orion Engineered Carbons S.A.)
(Exact Name of Registrant as Specified in Its Charter)
| Grand Duchy of Luxembourg | 2890 | Not Applicable | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification Number) |
15 rue Edward Steichen
L-2540 Luxembourg, Grand Duchy of Luxembourg
+352 270 48 06 0
No. B 160558
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Corporation Service Company
1180 Avenue of the Americas
(800) 927-9800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| David B. Harms Robert W. Downes Sullivan & Cromwell LLP 125 Broad Street (212) 558-4000 |
Marc D. Jaffe Wesley C. Holmes Latham & Watkins LLP 885 Third Avenue (212) 906-1281 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File No. 333-196593
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of each class of securities to be registered |
Amount to be Registered (1) |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price (2) |
Amount of registration fee (3) | ||||
| Common Shares, no par value |
1,725,000 |
$18.00 | $31,050,000 | $3,999.24 | ||||
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| (1) | Includes 225,000 common shares that the underwriters have the option to purchase. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) promulgated under the Securities Act of 1933. |
| (3) | In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related registration statement on Form F-1 (File No. 333-196593), as amended (the “Initial Registration Statement”), is hereby registered. The registrant previously registered securities with a proposed aggregate offering price of $496,800,000 on the Initial Registration Statement for which a filing fee of $63,987.84 was previously paid. |
This registration statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1 promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index, opinions of Arendt & Medernach regarding the validity of the securities being registered and Luxembourg tax matters and related consents, an opinion of Sullivan & Cromwell LLP regarding U.S. tax matters and a related consent and the consent of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft. This registration statement relates to our registration statement on Form F-1 (File No. 333-196593), as amended, including the exhibits and powers of attorney thereto (the “Initial Registration Statement”), declared effective by the Securities and Exchange Commission on July 24, 2014. We are filing this registration statement for the sole purpose of increasing the aggregate number of common shares offered by 1,725,000 common shares, 225,000 of which are subject to purchase upon exercise of the Underwriters’ option to purchase additional shares. Pursuant to Rule 462(b), the contents of the Initial Registration Statement are incorporated by reference into this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Luxembourg, on July 24, 2014.
| ORION ENGINEERED CARBONS S.À R.L. | ||
| By: | /s/ Jack Clem | |
| Name: | Jack Clem | |
| Title: | Manager and Group Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Signatures |
Title |
Date | ||
| /s/ Jack Clem |
Manager and Group Chief Executive Officer | July 24, 2014 | ||
| Jack Clem | (Principal Executive Officer) | |||
| Director and Chief Executive Officer | July 24, 2014 | |||
| Charles Herlinger | (Principal Financial Officer) | |||
| Group Head of Accounting and Reporting | July 24, 2014 | |||
| André Schulze Isfort | (Principal Accounting Officer) | |||
| * |
Manager | July 24, 2014 | ||
| Virginia Strelen | ||||
| Manager | July 24, 2014 | |||
|
Erik Schoop |
||||
| *By: /s/ Charles Herlinger |
||||
|
Attorney-in-fact |
||||
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the United States Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States for Orion Engineered Carbons S.à r.l., has signed this registration statement and any amendment thereto in the City of New York, State of New York, on July 24, 2014.
| /s/ David Nickelsen | ||
| Name: | David Nickelsen | |
| Title: | Asst VP of Corporation Service Company | |
All exhibits filed with or incorporated by reference in registration statement No. 333-196593, as amended, are incorporated by reference into, and shall be deemed part of, this registration statement. In addition, the following exhibits are filed herewith:
| Exhibit No. |
Description | |
| 5.1 | Opinion of Arendt & Medernach | |
| 8.1 | Opinion of Sullivan & Cromwell LLP as to U.S. tax matters | |
| 8.2 | Opinion of Arendt & Medernach as to Luxembourg tax matters | |
| 23.1 | Consent of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft | |
| 23.2 | Consent of Arendt & Medernach (included in Exhibit 5.1) | |
| 23.3 | Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1) | |
| 23.4 | Consent of Arendt & Medernach (included in Exhibit 8.2) | |
| 24.1 | Powers of Attorney (incorporated by reference to Amendment No. 1 to the Registration Statement on Form F-1, filed on July 1, 2014) | |
| This ‘F-1MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 7/24/14 | |||
| 7/1/14 | F-1/A | |||
| List all Filings | ||||